Plot

At Shredder's hideout in the woods, Shredder is still bed-ridden from his injuries, and it looks as if the mutagen drip that Stockman has given him is not working yet. Stockman tells him that this batch of mutagen is designed to avoid the side-effects of regular mutagen and it takes time to work. However, because of how loyal Stockman has been with caring for Shredder, Shredder considers him the most loyal servant to him compared to how Tiger Claw and the others have failed him repeatedly and become useless. Bolstered by that showing of compassion from Shredder, Stockman leaves to begin his mission to try and refill the Shredder's money cache with his own team of mutants, declaring it to be for the glory of the Shredder.

Meanwhile, as for the Turtles, as they relax in their lair with April and Casey, Raph flicks a cockroach off his slice of pizza, much to the others' amazment regarding how he has overcome his fear of bugs. However, Raph credits it to having been on Sectoid 1 and dealing with Lord Dregg and all his Vreen that helped him overcome his phobia. Soon, Leo suggests they finish up eating and begin looking for Shredder since he's still out there, splitting up to cover more ground. April goes with Donnie in the Party Wagon to patrol Brooklyn, while Mikey and Leo are a second group on a rooftop of a building, with Raph and Casey as the third, walking in an alleyway. Soon, hearing an alarm and the NYPD responding to it, Raph and Casey go to investigate.

Stockman and his two new mutant henchmen, Antrax and Scumbug, have just broken into a bank. When the two arriving NYPD officers demand they surrender or they'll open fire, they are quickly overpowered and incapacitated by Scumbug. Raph and Casey soon show up, but unfortunately for Casey, one look at Stockman and his henchman, and Raph suffers a major panic attack from his fear of bugs, complete with a hallucination of being attacked by Lord Dregg and Cockroach Terminator, and trying to rescue Mona Lisa from them, leaving Casey to fend for himself and is soon captured after Raph runs away in terror.

Raph is soon found in a dumpster by the others and brought back to sanity by Mikey, but upset over letting Casey be captured, Raph tries to help when they head to rescue Casey at Stockman's hideout. April is able to track Stockman and his henchmen using her psychic powers and the Aeons' gift. Meanwhile, Scumbug warns Stockman about the Turtles coming for Casey, so they decide to move to a new hideout, but after dealing with Karai first since she's wrecking Shredder's criminal empire.

Karai is busy dealing with her Foot Ninja being unable to find Shredder, growing upset and assuming her half-mutant form as a result. Soon, she notices Antrax attempting to break in and heads for the door, but is stopped by Stockman and Scumbug. Despite her best efforts with turning her arms into their mutant selves to fight Stockman and his lackeys, she is captured. The Turtles and April arrive soon after to rescue her, thanks to April tracking Stockman with her powers, but despite a valiant effort, another one of Raph's hallucinations of Dregg, Cockroach Terminator, and Mona causes Raph to allow Stockman to succeed in kidnapping Karai, along with April and Leo as well.

Demoralized by his fear of bugs causing four of their friends to be taken by Stockman, Raph goes to Master Splinter for advice, and Splinter teaches him a mantra to say to himself to help overcome his fear. Meanwhile, Donnie, with Mikey's help, tests out a new grappling system to help deal with Stockman and his mutant bug henchmen, with major success.

With their new grappling systems and Splinter's advice, the Turtles attack the high-rise construction site that Stockman has set up as his new lair. When Raph begins to suffer another hallucination, he uses Splinter's mantra to overcome it and fight back, succeeding in rescuing Leo, April, Casey, and Karai, and force Stockman to abandon his flunkies and flee back to Shredder, while his flunkies are captured by the Turtles.

Back at their lair, Raph thanks Splinter for his advice, only to learn that the mantra was a placebo as the English translation meant that it was a way to remain focused and not be disoriented by fear or hallucinations. However, Splinter asks that Raph keep it between them so when he uses it on the other Turtles, they will still believe it themselves.

Back with Shredder, Stockman reports the failure of his mission, but Shredder is not worried in the least. At long last, the mutagen drip Stockman had administered to Shredder is starting to take effect, as Shredder suddenly spurts two razor-sharp blades from the back of his hand, right out of the skin itself.

Trivia

The two NYPD officers who had been impersonated by Kraang previously appear for real in this episode, attempting to arrest Stockman and his lackeys for bank robbery. They are startled upon seeing their mutant appearances, but believe them to be hippies and prepare to shoot them for the sake of the United States of America, but their hesitation allows them to be overpowered by Scumbug and then knocked out.

Quotes

The NYPD respond to a bank robbery in progress. Two officers approach the breach in the bank's wall with their guns drawn and take aim.Cop 1: Come out with your hands up!Scumbug emerges, startling them, and does as they sayScumbug: Which ones? (chuckles)Stockman and Antrax join himCop 2: What the heck are they, Jim?Cop 1: Dirty, filthy hippies! Let's take 'em down for the good ol' U.S. of A.!Scumbug: Stupid cops!Scumbug grabs both officers by their legs, drags them towards him, and flings them against the bank's wall, knocking both out cold